rightsagreement8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): June 22,
2007
Commission
File No. 000-16929
DOR
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
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DELAWARE
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41-1505029
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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1101
Brickell Ave., Suite 701 S
Miami,
FL
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33131
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(Address
of principal executive offices)
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(Zip
Code)
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(786)
425-3848
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(Issuer’s
telephone number, including area code)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
June
22, 2007, the Company entered into a Rights Agreement with American Stock
Transfer & Trust Company, the terms of which are described in Item 3.03 of
this Form 8-K and incorporated herein by reference.
Item
3.03 Material
Modification to Rights of Security Holders.
On
June
22, 2007, the Board of Directors (the “Board”) of DOR BioPharma, Inc. (the
“Company”) declared a dividend of one preferred share purchase right
(individually a “Right” and collectively the “Rights”) for each outstanding
share of common stock, par value $0.001 per share (the “Common Shares”), held of
record at the close of business on July 2, 2006 (the “Record
Date”). Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of a new series of preferred shares
of
the Company, designated Series A Junior Participating Preferred Stock, par
value
$0.001 per share (the “Preferred Shares”), at a price of $3.70 per one
one-thousandth of a Preferred Share (the “Purchase Price”), subject to certain
adjustments. The description and terms of the Rights are set forth in
the Rights Agreement dated June 22, 2007, between the Company and American
Stock
Transfer & Trust Company, as rights agent, and are summarized
below.
Exercisablility
Initially,
the Rights will not be exercisable. The rights will become
exercisable upon the earlier of (i) 10 days following a public announcement
that
a person or group of affiliated or associated persons, with certain exceptions,
has acquired beneficial ownership of 15% or more of the then outstanding Common
Shares (an “Acquiring Person”) or (ii) 10 business days (or such later date as
may be determined by action of the Board prior to such time as any person
becomes an Acquiring Person) following the commencement of, or announcement
of
an intention to make, a tender offer or exchange offer the consummation of
which
would result in the beneficial ownership by a person or group of 15% or more
of
such outstanding Common Shares (the earlier of such dates being called the
“Distribution Date”).
Once
exercisable, the Rights may be exercised, in whole or in part, upon surrender
of
the Right Certificate (as defined below), with the form of election to purchase,
located on the reverse side of such certificate, duly executed (with signature,
duly guaranteed), to the Rights Agent, together with payment of the Exercise
Price, subject to adjustment as provided in the Rights Agreement.
Certificates
Until
the
Distribution Date, the Rights will be evidenced by certificates for Common
Shares. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (individually a “Right Certificate
and collectively “Right Certificates”) will be mailed to holders of record of
the Common Shares as of the close of business on the Distribution Date and
such
separate Right Certificates alone will evidence the Rights from and after the
Distribution Date.
Transferability
The
Rights Agreement provides that, until the Distribution Date, the Rights will
be
transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a legend incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares, even without such legend, will also constitute
the transfer of the Rights associated with the Common Shares represented by
such
certificate.
Term
The
Rights are not exercisable until the Distribution Date. The Rights
will expire on July 1, 2017 (the “Expiration Date”), unless the Expiration Date
is extended or the Rights are earlier redeemed by the Company, in each case,
as
described below.
Adjustment
of Purchase Price, Number and Kind of Shares and Number of
Rights
The
Purchase Price payable, and the number of Preferred Shares or other securities
or property issuable, upon exercise of the Rights are subject to adjustment
from
time to time to prevent dilution in the event of a stock dividend on, or a
subdivision, split, combination, consolidation or reclassification of, the
Preferred Shares.
The
number of outstanding Rights and the number of one one-thousandth of a Preferred
Share issuable upon exercise of each Right are also subject to adjustment in
the
event of a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares occurring, in any such case, prior to the Distribution
Date.
With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. The Company is not required to issue fractional Rights (other
than fractions which are the result of a dividend paid on, or a subdivision,
split, combination or consolidation of, the Common Shares). In lieu
of issuing a fractional Right, the holder will receive an amount in cash equal
to the same fraction of the current market value of a whole Right.
Redemption
The
Board
may redeem all of the Rights for $0.001 per Right at any time before the earlier
of (i) the time a person or group becomes an Acquiring Person or (ii) the
Expiration Date. Immediately upon the action of the Board to redeem the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of the Rights will be to receive the redemption price of $0.01 per
Right. Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.
Dividends,
Distributions and Liquidation
When,
as
and if the Board declares or pays dividends on Common Shares, the holders of
the
Preferred Shares will be entitled to receive a per share dividend payment of
1,000 times the dividend declared per Common Share. In the event the
Company makes a distribution on the Common Shares, the holders of the Preferred
Shares will be entitled to a per share distribution, in like kind, of 1,000
times such distribution made per Common Share. In the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 1,000 times the amount received
per Common Share. These rights are protected by customary
antidilution provisions.
The
dividends and distributions payable on Preferred Shares are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares.
Upon
any
liquidation, dissolution or winding up of the Company, no distribution may
be
made to the holders of shares of stock ranking junior to the Preferred Shares
unless the holders of the Preferred Shares have received the greater of (i)
$3.70 per one one-thousandth share plus an amount equal to accrued and unpaid
dividends and distributions thereon, and (ii) an amount equal to 1,000 times
the
aggregate amount to be distributed per share to holders of Common
Shares. Further, no distribution may be made to the holders of stock
ranking on a parity upon liquidation, dissolution or winding up with the
Preferred Shares, unless distributions are made ratably on the Preferred Shares
and all other shares of such parity stock in proportion to the total amounts
to
which the holders of the Preferred Shares are entitled above and to which the
holders of such parity shares are entitled.
Voting
The
holders of the Preferred Shares will have 1,000 votes per Preferred Share on
all
matters submitted to a vote of the shareholders of the Company, including the
election of directors.
Value
Because
of the nature of the Preferred Shares' dividend, liquidation and voting rights,
the value of the one one-thousandth interest in a Preferred Share purchasable
upon exercise of each Right should approximate the value of one Common
Share.
“Flip-In”
In
the
event that any person becomes an Acquiring Person (“Flip-In Event”), proper
provision will be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person and its affiliates and associates
(which will thereafter be void as described below), will thereafter have the
right to receive upon exercise that number of Common Shares having a market
value of two times the Purchase Price. If the Company does not have
sufficient Common Shares to satisfy such obligation to issue Common Shares,
the
Company shall deliver upon payment of the Purchase Price an amount of cash
or
securities equivalent in value to the Common Shares issuable upon exercise
of a
Right; provided that, if the Company fails to meet such obligation within 30
days following the Flip-In Event, the Company must deliver, upon exercise of
a
Right but without requiring payment of the exercise price then in effect, Common
Shares (to the extent available) and cash equal in value to the difference
between the value of the Common Shares otherwise issuable upon the exercise
of a
Right and the exercise price then in effect. The Board may extend the 30-day
period described above for up to an additional 60 days to permit the taking
of
action that may be necessary to authorize sufficient additional Common Shares
to
permit the issuance of Common Shares upon the exercise in full of the
Rights.
“Flip-Out”
In
the
event that, at any time after a Flip-In Event, the Company is acquired in a
merger or other business combination transaction, or 50% or more of its
consolidated assets or assets accounting for 50% of its earning power are sold,
lease, exchanged or otherwise transferred, proper provision will be made so
that
each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the Purchase Price, that number of shares of common stock
of
the acquiring company which at the time of such transaction will have a market
value of two times the Purchase Price.
Acquiring
Person’s Rights Void
From
and
after a Flip-In Event, all Rights beneficially owned by an Acquiring Person
(or
an associate or affiliate of an Acquiring Person) or certain transferees of
an
Acquiring Person become void, and any holder of such Rights shall thereafter
have no right to exercise such Rights.
Exchange
At
any
time after a Flip-In Event and prior to the acquisition by any person or group
of a majority of the outstanding Common Shares, the Board may exchange the
Rights (other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one Common Share per Right (subject
to adjustment).
Amendment
For
so
long as the Rights are redeemable, the terms of the Rights may be amended by
the
Board without the consent of the holders of the Rights. From and
after the time the Rights are no longer redeemable, the terms of the Rights
may
be amended by the Board without the approval of any holders of Rights;
providedhowever that no such amendment may (a) adversely affect
the interests of the holders of Rights as such (other than an Acquiring Person
or an affiliate or associate thereof), (b) cause the Rights Agreement again
to
become otherwise amendable or (c) cause the Rights to again become
redeemable.
No
Rights As Stockholder
Until
a
Right is exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote
or
to receive dividends.
The
foregoing description of the Rights, the Rights Agreement and the Preferred
Stock does not purport to be complete and is qualified in its entirety by
reference to Exhibits 3.1, 4.1 and 4.2, which are incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits:
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3.1
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Certificate of Designations of Series A Junior Participating
Preferred
Stock
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4.1
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Rights
Agreement dated June 22, 2007, between DOR BioPharma, Inc.
and American Stock Transfer & Trust Company, as Rights
Agent
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4.2
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Form of Right Certificate
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99.1
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Press release issued by DOR BioPharma, Inc. on June 22, 2007
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
DOR
BIOPHARMA,
INC.
By:
/s/
Christopher J.
Schaber
Name: Christopher
J.
Schaber
Title: Chief
Executive
Officer
Date: June
22, 2007
EXHIBIT
INDEX
Exhibit
No.
Description
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3.1
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Certificate of Designations of Series A Junior Participating
Preferred
Stock
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4.1
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Rights
Agreement dated June 22, 2007, between DOR BioPharma, Inc.
and American Stock Transfer & Trust Company, as Rights
Agent
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4.2
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Form of Right Certificate
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99.1
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Press release issued by DOR BioPharma, Inc. on June 22, 2007
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